Saab 2012 Annual Report Download - page 61

SAAB ANNUAL REPORT 2012 57
ADMINISTRATION REPORT > OTHER INFORMATION
Note 37 of the Annual Report includes a description of existing
remunerations for senior executives, including xed and variable
compensation, long-term incentive programs and other benets.
The board of directors’ proposal for guidelines for
remuneration and other terms of employment of
senior executives to apply as of the next annual
general meeting
The Remuneration Committee has evaluated the application of
the guidelines for remuneration for senior executives of Saab that
were resolved at the Annual General Meeting in 2012 and the
current remuneration structures and remuneration levels in the
company. The Remuneration Committee is of the opinion that the
guidelines that were resolved in 2012 achieve their purposes to
facilitate the recruitment and retention of senior executives.
The Remuneration Committee has recommended the Board
of Directors to propose to the Annual General Meeting to adopt
principles of remuneration whose terms and conditions in essence
are the same as those that were resolved at the Annual General
Meeting in 2012.
In light of the above background, the Board of Directors
therefore proposes to the Annual General Meeting 2013 to adopt
principles of remuneration and other terms of employment for
senior executives whose terms and conditions in essence are the
same as those that were resolved at the Annual General Meeting
in 2012, please see above.
Incentive programs proposed to the Annual General Meeting 2013
The Board of Directors proposes that the Annual General Meeting
resolves on a Share Matching Plan 2013 and a Performance Share
Plan 2013.
The terms and estimated costs for the Share Matching Plan
2013 and the Performance Share Plan 2013 are presented in the
Board’s complete proposal to the Annual General Meeting.
Saab’s Share Matching Plan
In April 2007, Saab’s Annual General Meeting resolved to offer
employees the opportunity to participate in a voluntary share
matching plan where they can purchase Series B shares in Saab
during a 12-month period. Purchases are made through deduc-
tions of between 1 and 5 per cent of the employee’s monthly sal-
ary. If the employee retains the purchased shares for three years
after the investment date and is still employed by the Saab Group,
the employee will be allotted a corresponding number of Series B
shares.
The plan was introduced in autumn 2007 in Sweden and Nor-
way. In 2008 it was expanded to include employees in Denmark,
Germany, the UK, the U.S., Switzerland and Australia. South
Africa was included in 2009, Finland in 2010 and thereafter Czech
Republic in 2011. India will be included in the Share Matching Plan
2012 starting in January 2013.
In April 2008, Saab’s Annual General Meeting resolved to
introduce a performance-based plan for senior executives and
key employees entitling them to 2–5 matching shares depend-
ing on the category the employee belongs to. In addition to the
requirement that the employee remain employed by Saab after
three years, there is a requirement that earnings per share grow
in the range of 5 to 15 per cent on average per year during the
three-year period. The Annual General Meetings in 2009, 2010,
2011 and 2012 resolved to renew the share matching plan and
performance share plan.
The 2011 share matching plan comprises all employees, includ-
ing senior executives and key persons. The performance share
plan for 2011 and 2012, which is directed to senior executives
and key persons, entitles participants to 1–4 matching shares,
depending on the category the employee belongs to.
In 2007, Saab repurchased 1 million shares, in 2008 and 2009
it repurchased 1,340,000 shares per year, and in 2010 it repur-
chased 838,131shares to hedge the plans. In 2011 and 2012 no
shares were purchased.
The Annual General Meeting on 19 April 2012 renewed the
Board of Directors’ mandate to repurchase up to 10 per cent of
the Company’s shares, of which 1,340,000 shares to hedge the
Share Matching Plan and Performance Share Plan.
The purpose of the authorisation was to provide the Board with
greater scope in working with the company’s capital structure and
enable acquisitions when considered appropriate, as well as to
secure the Group’s Share Matching Plan and Performance Share
Plan. The mandate applied until the Annual General Meeting 2013.
Repurchases may be effected over the stock exchange or through
offerings to shareholders. During 2012, the Board has not decided
to utilise its authorisation for repurchases and thus no shares were
repurchased in 2012.
Share repurchase
Saab held 3,219,515 treasury shares as of 31 December 2012
compared to 3,818,386 at year-end 2011.
Saab Pension Fund had no holding of Saab shares as of 31
December 2012.
Dividend
The Board of Directors proposes that shareholders receive a
dividend of SEK 4.50 per share (4.50), or a total of MSEK 477
(474). 22 April 2013 has been proposed as the record day for the
dividend, which is expected to be paid on 25 April 2013.
Important events after the conclusion of the year
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tenance and support of the autonomous underwater vehicles
systems, AUV62, the latest version of the advanced training
target for Anti Submarine Warfare (ASW) training.
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investment company focusing on defence and strategic manu-
facturing, to create a new UAE-based radar company. It is a joint
venture where 51per cent is owned by Tawazun and 49 per cent
by Saab
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ish Defence Materiel Administration (FMV) for Gripen E. The
agreement includes development and modication of Gripen E
for Sweden during the period 2013-2026 and a possible order
for new production of Gripen E from Switzerland. FMV placed an
initial development order of SEK 2.5 billion for operations during
2013-2014. Remaining orders from Sweden is expected in 2013-
2014. The total value of possible orders under the agreement
amounts to a total of SEK 47.2 billion.